IRS Controversy Sample Clauses
The IRS Controversy clause addresses how parties will handle disputes or issues arising from audits, investigations, or challenges by the Internal Revenue Service related to the agreement. Typically, this clause outlines the responsibilities of each party in responding to IRS inquiries, sharing relevant information, and cooperating during any proceedings. Its core function is to ensure a clear process for managing tax-related disputes, thereby minimizing confusion and potential liability if the IRS questions the tax treatment of the transaction.
IRS Controversy. In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Chairman shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Chairman, but the Chairman shall control any other issues. In the event the issues are interrelated, the Chairman and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Chairman shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Chairman shall permit the representative of the Company to accompany the Chairman, and the Chairman and the Chairman’s representative shall cooperate with the Company and its representative.
IRS Controversy. In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect Executive, but Executive shall control any other issues. In the event the issues are interrelated, Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, Executive shall permit the representative of the Company to accompany Executive, and Executive and Executive’s representative shall cooperate with the Company and its representative.
IRS Controversy. You shall notify Staples in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Staples of a Gross-up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after you are informed in writing of such claim and shall apprise Staples of the nature of such claim and the date on which such claim is requested to be paid. You shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which you give such notice to Staples (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Staples notifies you in writing prior to the expiration of such period that it desires to contest such claim, you shall:
A) give Staples any information reasonably requested by Staples relating to such claim;
B) take such action in connection with contesting such claim as Staples shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by Staples and reasonably satisfactory to you;
C) cooperate with Staples in good faith in order to effectively contest such claim; and
D) permit Staples to control any proceedings relating to such claim as provided below; provided, however, that Staples shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold you harmless, on an after-tax basis, for any Excise Tax or other tax (including interest and penalties with respect thereto) imposed with respect to the payment of such costs and expenses. Staples shall control all proceedings taken in connection with such claim and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct you to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Staples shall determine; provided, however, that if Staples directs you to pay such claim and ▇▇▇ for a refund, Staples shall indemnify and hold...